FDIC ASSISTED EMERGENCY INTERSTATE ACQUISITIONS.

SEC. 502. FDIC ASSISTED EMERGENCY INTERSTATE ACQUISITIONS. (a) General Provisions.— Section 13(f)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1823(f)(1)) is amended to read as follows: “(f) Assisted Emergency Interstate Acquisitions.— (1) This subsection shall apply only to an acquisition of an insured bank or a holding company by an out-of-State bank or out-of-State holding company for which the Corporation provides assistance under subsection (c).”. (b) Emergency Interstate Acquisitions of Banks in Danger of Closing.— Section 13(f)(3) of the Federal Deposit Insurance Act (12 U.S.C. 1823(f)(3)) is amended to read as follows: “(3) Emergency Interstate Acquisitions of Insured Banks in Danger of Closing.— 101 STAT. 624 “(A) Acquisition of insured banks in danger of closing.— One or more out-of-State banks or out-of-State holding companies may acquire and retain all or part of the shares or assets of, or otherwise acquire and retain— “(i) an insured bank in danger of closing which has total assets of $500,000,000 or more; or “(ii) 2 or more affiliated insured banks in danger of closing which have aggregate total assets of $500,000,000 or more, if the aggregate total assets of such banks is equal to or greater than 33 percent of the aggregate total assets of all affiliated insured banks. “(B) Acquisition of a holding company or other bank affiliate.— If one or more out-of-State banks or out-of-State holding companies acquire 1 or more affiliated insured banks under subparagraph (A) the aggregate total assets of which is equal to or greater than 33 percent of the aggregate total assets of all affiliated insured banks, any such out-of-State bank or out-of-State holding company may also, as part of the same transaction, acquire and retain the shares or assets of, or otherwise acquire and retain— “(i) the holding company which controls the affiliated insured banks so acquired; or “(ii) any other affiliated insured bank. “(C) Request for assistance by corporate board of directors.— The Corporation may assist an acquisition or merger authorized under subparagraph (A) only if the board of directors or trustees of each insured bank in danger of closing which is being acquired has requested in writing that the Corporation assist the acquisition or merger. “(D) Certain acquisitions authorized after assistance is provided.— Notwithstanding paragraph (1), if— “(i) at any time after the date of the enactment of the Financial Institutions Emergency Acquisitions Amendments of 1987, the Corporation provides any assistance under subsection (c) to an insured bank; and “(ii) at the time such assistance is granted, the insured bank, the holding company which controls the insured bank (if any), or any affiliated insured bank is eligible to be acquired by an out-of-State bank or out-of-State holding company under this paragraph, the insured bank, the holding company, and such other affiliated insured bank shall remain eligible, subject to such terms and conditions as the Corporation (in the Corporation’s discretion) may impose, to be acquired by an out-of-State bank or out-of-State holding company under this paragraph as long as any portion of such assistance remains outstanding. “(E) State bank supervisor approval.— The Corporation may take no final action in connection with any acquisition under this paragraph unless the State bank supervisor of the State in which the bank in danger of closing is located approves the acquisition. “(F) Other requirements not affected.— This paragraph does not affect any other requirement under Federal or State law for regulatory approval of an acquisition under this paragraph. “(G) Acquisition may be conditioned on receipt of consideration for corporation’s assistance.— Any acquisition de-101 STAT. 625scribed in subparagraph (D) may be conditioned on the receipt of such consideration for the Corporation’s assistance as the Board of Directors deems appropriate.”. (c) Special Provisions Applicable to Emergency Interstate Acquisitions.— (1) Coordination with certain state laws.— Section 13(f)(4) of the Federal Deposit Insurance Act (12 U.S.C. 1823(f)(4)) is amended— (A) by redesignating clauses (i), (ii), and (iii) as subparagraphs (A), (B), and (C), respectively; (B) by amending subparagraph (A) (as so redesignated) to read as follows: “(A) Acquisitions Not Subject to Certain Other Laws.— section 3(d) of the Bank Holding Company Act of 1956, any provision of State law, the constitution of any State, and section 408(e)(3) of the National Housing Act shall not apply to prohibit any acquisition under paragraph (2) or (3), except that an out-of-State bank may make such an acquisition only if such ownership is otherwise specifically authorized.’; and (C) by adding at the end thereof the following new subparagraphs: “(D) Subsequent Nonemergency Interstate Acquisitions Subject to State Law.— “(i) In general.— Any out-of-State bank holding company which acquires control of an insured bank in any State under paragraph (2) or (3) may acquire any other insured bank and establish branches in such State to the same extent as a bank holding company whose insured bank subsidiaries’ operations are principally conducted in such State may acquire any other insured bank or establish branches. “(ii) Delayed date of applicability.— Clause (i) shall not apply with respect to any out-of-State bank holding company referred to in such clause before the earlier of— “(I) the end of the 2-year period beginning on the date the acquisition referred to in such clause with respect to such company is consummated; or “(II) the end of any period established under State law during which such out-of-State bank holding company may not be treated as a bank holding company whose insured bank subsidiaries’ operations are principally conducted in such State for purposes of acquiring other insured banks or establishing bank branches. “(iii) Determination of principally conducted.— For purposes of this subparagraph, the State in which the operations of a holding company’s insured bank subsidiaries are principally conducted is the State determined under section 3(d) of the Bank Holding Company Act of 1956 with respect to such holding company. “(E) Certain State Interstate Banking Laws Inapplicable.— Any holding company which acquires control of any insured bank or holding company under paragraph (2) or (3) or subparagraph (D) of this paragraph shall not, by reason of such acquisition, be required under the law of any State to divest any other insured bank or be prevented from acquiring any other bank or holding company.”. (2) Reciprocal bank pacts and minority bank ownership taken into account in bidding priorities.— Section 13(f)(6) of 101 STAT. 626the Federal Deposit Insurance Act (12 U.S.C. 1823(f)(6)) is amended— (A) in subparagraph (B), by striking out clause (ii) and all that follows through clause (iv) and inserting in lieu thereof the following new clauses: “(ii) Second, between depository institutions of the same type— “(I) in different States which by statute specifically authorize such acquisitions; or “(II) in the absence of such statutes, in different States which are contiguous. “(iii) Third, between depository institutions of the same type in different States other than the States described in clause (ii). “(iv) Fourth, between depository institutions of different types in the same State. “(v) Fifth, between depository institutions of different types— “(I) in different States which by statute specifically authorize such acquisitions; or “(II) in the absence of such statutes, in different States which are contiguous. “(vi) Sixth, between depository institutions of different types in different States other than the States described in clause (v).”; and (B) by amending subparagraph (C) to read as follows: “(C) Minority Bank Priority.— In the case of a minority-controlled bank, the Corporation shall seek an offer from other minority-controlled banks before proceeding with the bidding priorities set forth in subparagraph (B).”. (3) Reaffirmation of the rule that no assistance is authorized for nonbank subsidiaries of holding companies.— Section 13(f) of the Federal Deposit Insurance Act (12 U.S.C. 1823(f)) is amended by adding at the end thereof the following new paragraph: “(9) No Assistance Authorized for Nonbank Subsidiaries of Holding Companies.— “(A) In general.— The Corporation shall not provide any assistance to a subsidiary of a holding company which is not an insured bank in connection with any acquisition under this subsection. “(B) Intermediate holding company permitted.— This paragraph does not prohibit an intermediate holding company from being a conduit for assistance ultimately intended for an insured bank.”. (4) Reports required.— Section 13(f) of the Federal Deposit Insurance Act (12 U.S.C. 1823(f)) is amended by adding after paragraph (9) (as added by paragraph (3) of this subsection) the following new paragraph: “(10) Annual Report.— “(A) Required.— In its annual report to Congress the Corporation shall include a report on the acquisitions under this subsection during the preceding year. “(B) Contents.— The report required under subparagraph (A) shall contain the following information: “(i) The number of acquisitions under this subsection. “(ii) A brief description of each such acquisition and the circumstances under which such acquisition occurred.”. 101 STAT. 627 (5) Determination of total assets.— Section 13(f) of the Federal Deposit Insurance Act (12 U.S.C. 1823(f)) is amended by adding after paragraph (10) (as added by paragraph (4) of this subsection) the following new paragraph: “(11) Determination of Total Assets.— For purposes of this subsection, the total assets of any insured bank shall be determined on the basis of the most recent report of condition of such bank which is available at the time of such determination.”. (d) Bank in Danger of Closing Defined.— Section 13(f)(8) of the Federal Deposit Insurance Act (12 U.S.C. 1823(f)(8)) is amended— (1) by adding at the end thereof the following new subparagraph: “(D) the term ‘bank in danger of closing’ means an insured bank with respect to which the appropriate Federal or State chartering authority certifies in writing that— “(i) (I) the bank is not likely to be able to meet the demands of such bank’s depositors or pay the obligations of the bank in the normal course of business, and “(II) there is no reasonable prospect that the bank will be able to meet such demands or pay such obligations without Federal assistance; or “(ii) (I) the bank has incurred or is likely to incur losses that will deplete all or substantially all of the capital of the bank, and “(II) there is no reasonable prospect for the replenishment of the bank’s capital without Federal assistance;”; (2) by striking out “and” at the end of subparagraph (B); and (3) by striking out the period at the end of subparagraph (C) and inserting in lieu thereof a semicolon. (e) Acquire Defined.— Section 13(f)(8) of the Federal Deposit Insurance Act (12 U.S.C. 1823(f)(8)) is amended by adding after subparagraph (D) (as added by subsection (d) of this section) the following new subparagraph: “(E) the term ‘acquire’ means to acquire, directly or indirectly, ownership or control through— “(i) an acquisition of shares; “(ii) an acquisition of assets or assumption of liabilities; “(iii) a merger or consolidation; or “(iv) any similar transaction;”. (f) Affiliated Insured Bank Defined.— Section 13(f)(8) of the Federal Deposit Insurance Act (12 U.S.C. 1823(f)(8)) is amended by adding after subparagraph (E) (as added by subsection (e) of this section) the following new subparagraph: “(F) the term ‘affiliated insured bank’ means— “(i) when used in connection with a reference to a holding company, an insured bank which is a subsidiary of such holding company; and “(ii) when used in connection with a reference to 2 or more insured banks, insured banks which are subsidiaries of the same holding company; and”. (g) Subsidiary Defined.— Section 13(f)(8) of the Federal Deposit Insurance Act (12 U.S.C. 1823(f)(8)) is amended by adding after subparagraph (F) (as added by subsection (f) of this section) the following new subparagraph: “(G) the term ‘subsidiary’ has the meaning given to such term in section 2(d) of the Bank Holding Company Act of 1956.”. (h) Waiver of Notice and Hearing Requirements.— 101 STAT. 628 (1) Application relating to acquisitions.— Section 3(b) of the Bank Holding Company Act of 1956 (12 U.S.C. 1842(b)) is amended— (A) by striking out “(b) Upon” and inserting in lieu thereof “(b)(1) Notice and Hearing Requirements.—Upon”; and (B) by adding at the end thereof the following new paragraph: “(2) Waiver in Case of Bank in Danger of Closing.— If the Board receives a certification described in section 13(f)(8)(D) of the Federal Deposit Insurance Act from the appropriate Federal or State chartering authority that a bank is in danger of closing, the Board may dispense with the notice and hearing requirements of paragraph (1) with respect to any application received by the Board relating to the acquisition of such bank, the bank holding company which controls such bank, or any other affiliated bank.”. (2) Application relating to nonbanking activities.— Section 4(c)(8) of the Bank Holding Company Act of 1956 (12 U.S.C. 1843(c)(8)) is amended by striking out the semicolon at the end and inserting in lieu thereof a period and the following new sentences: “If an application is filed under this paragraph in connection with an application to make an acquisition pursuant to section 13(f) of the Federal Deposit Insurance Act, the Board may dispense with the notice and hearing requirement of this paragraph and the Board may approve or deny the application under this paragraph without notice or hearing. If an application described in the preceding sentence is approved, the Board shall publish in the Federal Register, not later than 7 days after such approval is granted, the order approving the application and a description of the nonbanking activities involved in the acquisition;”. (3) Early antitrust review in case of emergency acquisition of failing bank.— Section 11(b) of the Bank Holding Company Act of 1956 (12 U.S.C. 1849(b)) is amended— (A) by striking out “(b) The Board” and inserting in lieu thereof “(b) Antitrust Review.— “(1) In general.—The Board”; (B) by moving all that follows 2 ems to the right; and (C) by adding at the end thereof the following new paragraph: “(2) Section 13(f) cases.— (A) If— “(i) the Federal Deposit Insurance Corporation learns that a bank insured by such Corporation is in danger of closing; and “(ii) the Corporation is considering assisting the acquisition of such bank and its affiliated banks by another bank or holding company under section 13(f) of the Federal Deposit Insurance Act and such acquisition is subject to the approval of the Board under section 3 of this Act, the Corporation shall immediately notify the Board of such facts. “(B) Upon receipt of notice from the Federal Deposit Insurance Corporation under subparagraph (A) or at such earlier time as deemed appropriate by the Board, the Board shall immediately notify the Attorney General of the United States of the facts concerning the possible acquisition. 101 STAT. 629 “(C) Within 5 days of receiving notice under subparagraph (B), the Attorney General shall notify the Board in writing of the Attorney General’s preliminary finding as to the consistency of the possible acquisition with the antitrust laws. “(D) The Board may reduce or eliminate the post-approval waiting period established under paragraph (1) for an acquisition to which this paragraph applies, except that such period may not be eliminated or reduced to less than 5 days without the concurrence of the Attorney General.”. (i) Technical and Conforming Amendments.— Section 13(f) of the Federal Deposit Insurance Act (12 U.S.C. 1823(f)) is amended— (1) in paragraph (5), by striking out “to permit”; and (2) in paragraph (6)(A)— (A) by striking out “where the closed bank” and inserting in lieu thereof “where the bank”; and (B) by striking out “in-State bank holding company” and inserting in lieu thereof “in-State holding company”.